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ThaiBev Tax Strategy (Conceptual Framework)

ThaiBev Tax Policy are founded in the principles in the overall vision 2020, mission, values, sustainability goals and good corporate governance principles that have already been implemented in the ThaiBev Group, The management will propose the ThaiBev Tax Policy 2018 to the Board of Directors for further review and approval in August 2018 to ensure that emerging risks are addressed

In developing ThaiBev Tax Policy, the ThaiBev Sustainable Development Strategy is the key foundation setting principles on Prudence, Good Governance, Diligence, Integrity, Risk Management and Transparency which play a fundamental role in our commitment and responsibility towards our stakeholders. Therefore, the following tax practices have been established for the ThaiBev Group:

(CONCEPTUAL FRAMEWORK)

Tax Code of practice
Statement
Tax Code of Practice contains principles that aim to achieve sustainable and competitive taxation and sustainable value and growth including good corporate tax citizenship with added value for society.

Tax Code of Practice sets out clear articulation of our tax governance framework and ThaiBev’s perspective on tax risk. Our tax principles are set out below.

a) Compliance:
We act at all times in accordance with all applicable laws and relevant international standards and we aim to comply with the spirit as well as the letter.

b) Corporate ethics:
Our Tax Code of Practice is based on our corporate governance as laid out in our Business Ethics of Thai Beverage Group which requires that our business be transacted in accordance with a high standard of corporate conduct appropriate to our standing as a major company with worldwide operations.

c) Transfer pricing:
We aim to pay an appropriate amount of tax according to where value is created within the normal course of commercial activity. Any intragroup pricing is based on the arm’s-length principle.

d) Tax Structuring:
Our tax structuring must be based on sound commercial rationale. We do not enter into tax fraudulent, contrived or abnormal tax structures shifting profits to tax havens. Furthermore, we will not enter into complex tax structures where the primary objective is accessing tax benefits and the main purpose is tax avoidance.

e) Sustainable taxation:
We have responsibility to our shareholders to be financially efficient and deliver a sustainable taxation that enhances shareholder value.

f) Tax Incentives:
In line with the objective of tax efficiency, we will seek to make use of legally available tax incentives, within the context of sound and sustainable business decision-making. Incentives may include tax holidays, accelerated asset allowances or other incentives. All are in the context of national or local tax policy and would generally be available to any business that meets the relevant criteria. These incentives may influence our business decision making, but are only one of a range of economic factors taken into account.

g) Relationships with tax authorities:
We respect the right of governments to determine their own tax structures, rates of tax and collection mechanisms. We seek an open and constructive dialogue with the tax authorities in pursuit of professional, constructive and transparent working relationships.



Tax Risk Management
Statement
We focus on risk governance includes the identification and management of all material business risks, including but not limited to strategic, financial, operational, reputational, and environmental, information technology to ensure that ThaiBev operates in compliance to legal requirements.

We are fully compliant with tax laws and regulations in all jurisdictions where we operate. And in this context we aim to manage our tax risks including tax consequences due to changes in government tax policies or administrative tax practices. This encompasses maintenance of documented policies and procedures in relation to tax risk management and completion of thorough risk assessments in all its taxation affairs. This includes, among others, compliance, operational and external reporting risks.

a) Process Compliance:
We commit to act responsibly in relation to our tax affairs. This means that we comply with the tax laws and regulations of each region in which we operate. Where tax laws do not give clear guidance, prudence and transparency shall be the guiding principles. We furthermore commit to be globally compliant in timely, accurate and complete filing of tax returns and striving to avoid adjustments, fines and interest costs. Our economic contribution, of which tax forms a part, is important and we aim to ensure that we pay the right and proper amount of tax in each region in which we operate. Operational controls apply to all processes relating to the management of tax liabilities for which tax is accountable.

b) Monitoring & Reporting:
We are committed to appropriate internal and external tax monitoring and reporting and accurate representation of current and deferred tax expenses.

We acknowledge tax as a relevant factor in the Sustainability and Risk Management Committee (“SRMC”) and executive committee’s decision making process. Tax risks are being monitored and reviewed on a structural basis and form a recurring item on the SRMC and executive committee’s agenda. Management controls are in place and ensure that, at the highest level, tax is aligned with our tax policy in a controlled and standardised manner. They encompass the authority, objectives, principles, rules, and related assurances that underpin tax activities and establish boundaries for tax.

c) Reputational risk:
We are committed to effectively monitor and manage compliance and reputational risks related to our tax affairs. We periodically review the quality and integrity of tax arrangements, as well as the accuracy and comprehensiveness of tax data, tax returns and reported results regarding tax provisions, exposures and deferrals.



Tax Transparency
Statement
Our tax communication to governments is based on transparency fulfilling all statutory disclosure requirements on taxation. Our clear and transparent tax policy are disclosed in the public domain accompanied by ThaiBev regional tax report. For us good corporate citizenship includes excellence in tax governance, tax accountability and tax transparency building trust with societies and stakeholders.

We are committed to open and transparent principle based approach towards taxation.

Transparency to Tax Authorities
a) For us this means, first of all, transparency to tax authorities where full disclosure will be given to fulfil all regulatory requirements in all jurisdictions we operate in.

b) This includes information necessary to properly understand entries in a tax return and information specifically requested during tax audit enquiries. In this context, we ensure that proper documentation is kept to meet local tax requirements.

Transparency to Other Stakeholders
a) We are committed to tax transparency responsibilities towards our stakeholders in the widest sense in line with our sustainability approach. In that spirit of transparency and continued disclosure we have decided to publish our tax policy.

b) We are transparent about our approach to tax and will put forward understandable, timely and transparent communication about our tax policy. We believe that this tax transparency is a cornerstone of good tax governance.

c) Furthermore, we support efforts to ensure that companies are appropriately transparent on their economic contribution. In order to provide greater insight and clarity, we are committed to transparency and accountability in disclosure on taxation in ThaiBev regional tax report indicating revenue, operating profit and taxes paid.



Anti-Competitive Practice
Statement
ThaiBev is determined to conduct all of its operations honestly, fairly, ethically, and refraining from partaking into anti-competitive practice. We truly believe that the efforts to maintain a fair market will contribute to the sustainable development of the business and the society.



Anti-Money Laundering
Statement
ThaiBev is anti-money laundering and any acts that would be against our Business Ethics of Thai Beverage Group; thus, we commit to conduct business lawfully and morally. To the best of our knowledge and capabilities, ThaiBev will refrain from entering into any transaction with risks to money laundering at all times.



Political Neutral
Statement
ThaiBev is determined to maintain a neutral political position. We acknowledge and respect the political rights of our employees, insofar as such the personnel refrains themselves from misleading the public regarding ThaiBev’s political position.



Human rights
Statement
ThaiBev is considering expanding its policy to cover all its stakeholders to follow the principles and guidance in the United Nations (UN) Guiding Principles on Business and Human Rights. ThaiBev is committed to engaging with stakeholders in its communities to ensure that ThaiBev is listening to, learning from and taking into account their views as ThaiBev conduct its business. Where appropriate, ThaiBev will be engaging dialogue with stakeholders on human rights issues related to its business covering all groups of stakeholders from children, indigenous people, migrant labor, third-party contracted labor, local communities and the disabled.

ThaiBev have been implementing and expanding a due diligence approach that targets high-risk locations, processes or activities. Through this process, ThaiBev is committed to identify, prevent, and mitigate adverse human rights impacts resulting from or caused by our business activities before or if they occur through human rights due diligence and mitigation processes.



Environmental
Guideline

Thai Beverage Environmental Guidelines has been created and adopted as a management tool because the Environmental Management is of great importance which Thai Beverage and our subsidiary company recognize as follows:
  • Production operations and business facilities
  • Products and services
  • Distribution and logistics
  • Management of waste
  • Suppliers, service providers and contractors
  • Key business partners
  • Mergers and Acquisitions Due Diligence
  • Climate Change
  • Sustainable Agriculture Guideline
  • Genetically Modified Organisms (GMOs)
  • Packaging
  • New Projects Development



The nomination committee charter
Charter of the Nomination Committee

In order for the Nomination Committee (“NC”) of Thai Beverage Public Company Limited (the “Company”) to carry out its responsibility with efficiency according to good corporate governance and the regulations of Securities and Exchange Commission or the Capital Market Supervisory Board of Thailand and Singapore Exchange Limited (“SGX”) where the Company is listed, including international standards, the Board of Directors deemed appropriate to establish the Charter of the Nomination Committee in order to determine the composition, qualifications, tenure, meetings, authorities, duties and responsibilities of the NC as follows:

1. Composition and qualifications of the NC

The Board of Directors is in charge of the consideration and appointment of the NC and the NC Chairman. The Board of Directors considers the persons with appropriate composition and qualifications as follows:

1.1 The NC shall consist of at least 3 directors, and more than half of the NC members and the NC Chairman should be Independent Directors. In case there is a Lead Independent Director, the Lead Independent Director shall be an NC member as well.

1.2 The NC members must have knowledge, competencies and experiences which are beneficial to the Company’s business operations. They must act honestly, understand the duties and responsibilities of the NC, and be non-biased in nominating and selecting candidates to be directors or executives at the level of Senior Vice President or higher. The NC members must be independent according to good corporate governance, have the knowledge regarding good corporate governance, and be able to give sufficient time to carry out their duties.

1.3 The NC Chairman should possess seniority and extensive knowledge, competencies and experiences and must be able to drive the NC to perform its duties with independence, while remaining non-biased honest.

2. Tenure and retirement of the NC members

2.1 The tenure of the NC members is in line with the director tenure. The NC members to retire by rotation may be re-appointed by the Board of Directors to assume the positions.

2.2 The NC members to retire by rotation must remain as the acting NC members until qualified directors are appointed to assume the positions of the NC members.

2.3 Other than by rotation, a director shall retire from office upon:

(1) resignation;

(2) death; or

(3) being removed by a resolution of the Board of Directors.

2.4 In the event that a position of NC member becomes vacant, the Board of Directors shall promptly appoint a qualified director to assume the position.

3. Meetings of the NC

3.1 The NC shall hold at least 2 meetings a year, where the NC members must attend the meetings.

3.2 In order to constitute a quorum for any NC meeting, there shall be not less than half of the NC members.

3.3 In case the NC Chairman does not attend a meeting or cannot perform his duty, the NC members attending the meeting shall elect one of the members to be the Chairman of the meeting.

3.4 A decision made in an NC meeting shall be based on majority voting of the NC members attending the meeting. Each member has 1 vote, and in case the voting result is a draw, the Chairman of the meeting shall have a casting vote.

3.5 An NC member who is an interested person in a particular matter shall abstain from voting on that matter.

3.6 The NC must report the resolutions of each meeting to the Board of Directors.

4. Authorities, duties and responsibilities

4.1 The NC shall consider the Board of Directors’ structure and composition. This includes an appropriate number of directors for the business size, type and complexity as well as qualifications of each director in terms of education, knowledge, competencies, skills, experiences and expertise that are beneficial or related to core business or industry of the Company.

4.2 The NC shall consider qualifications of the candidates to be Independent Directors to suit the Company’s business type. Their independence shall comply with laws, compliance rules, and the SGX’s Principles of Good Corporate Governance.

4.3 The NC shall determine policy, criteria, and selection method and procedure for the recruitment of qualified candidates for director positions and propose the shortlist to the Board of Directors for consideration and approval, of which the main criteria are as follows:

4.3.1 The directors must be qualified according to laws and compliance rules, and the SGX’s Principles of Good Corporate Governance.

4.3.2 The directors must be able to allocate their time to carry out their duties appropriately and adequately.

4.3.3 The directors are recognized for their ethics and credibility, and can duly represent the Company.

4.3.4 The directors must be qualified in terms of education, knowledge, competencies, skills, experiences and expertise that are beneficial or related to core business or industry of the Company.

4.3.5 The directors can promote a diversity of the Board of Directors regarding age, gender, education, skills, experiences, expertise, including ethnicity and nationality.

4.4 The NC shall recruit and select the qualified candidates to be directors and executives at the level of Senior Vice President or higher according to the recruitment procedure and criteria determined by laws and compliance rules.The Board Skill Matrix must be prepared in order to align the recruitment of directors and executives with the direction of business operations.

4.5 The NC shall propose the selected candidates for director positions, together with opinions and reasons for the decision, to the Board of Directors or to the shareholders’ meeting for consideration and approval (on a case-by-case basis).

4.6 The NC shall propose the selected candidates for executive positions at the level of Senior Vice President or higher, together with opinions and reasons for the decision, to the Board of Directors for consideration and approval.

4.7 The NC shall consider the tenure of Independent Directors and annually review their independence on a regular basis.

4.8 The NC shall set up development and training programs for directors in order to develop the potential of both existing and newly appointed directors, ensuring that they understand the Company’s business type and their roles and responsibilities.

4.9 The NC shall formulate a succession plan for executives at the level of Senior Vice President or higher to ensure the Company’s business continuity by preparing the talents to be able to succeed in case that executives at the level of Senior Vice President or higher retire, resign, or cannot perform their duties.

4.10 The NC shall evaluate its performance at least once a year, including individual evaluation, and report to the Board of Directors as well as disclose its criteria, procedure and overall evaluation results in the annual report.

5. Revision and amendment to the Charter

The NC shall review the criteria in this charter annually. In case the NC deems appropriate that the criteria should be amended to align with current circumstances, the NC shall amend the charter and propose the revised version to the Board of Directors for consideration and approval.

The Board of Directors’ Meeting No. 3/2017 dated 11 May 2017 unanimously resolved to approve this charter with the effective date from 11 May 2017 onwards.



Membership of Trade association
Statement

The membership fees, research supports and CSR activities contribution are vat inclusive.

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Remark 1 : 
* Contribution to sustainable packaging research fund 
+ membership fees
# Contribution to other researches and CSR activities
Remark 2 :
In 2018 ThaiBev contributed money for trade association membership fees
  • 1. The Federation of Thai Industries (F.T.I) 537,968 THB
  • 2. The Thai Chamber of Commerce and Board of Trade of Thailand (TCC) 108,810 THB 
  • 3. Thai Beverage Industry Association (TBA) 70,000 THB
  • 4. British Chamber of Commerce Thailand (BCCT) 21,400 THB
Remark 3 :
In 2018 ThaiBev supported Sustainable Packaging Management Research
  • 1. The Federation of Thai Industries (F.T.I) 1,250,000 THB 
  • 2. Thailand Institute of Packaging and Recycling Management for Sustainable Environment (TIPMSE) founded by the industrial clubs under the Federation of Thai Industries 1,000,000 THB
Remark 4 : In 2018 ThaiBev Contributed to other researches and CSR activities
  • 1. Thai Beverage Industry Association (TBA) 163,770 THB
  • 2. Thai-UK Business Leadership Council (TUBLC) 100,000 THB
2 main topics of concern in 2018
  • Packaging tax
  • A new national water resources tariff for large-scale water users in the industrial sectors
ThaiBev hold a politically neutral stand point. Our company and subsidiaries do not support any political party, group, or politician at the national, international or global level. Our personnel are encouraged to uphold the democratic regime of government with the King as Head of State and exercise their political rights in compliance with law. All of activities are diligently aligned with the local and global governing system.